Bradley Adams
Executive Vice President, Chief Operating Officer and Chief Financial Officer at OLD SECOND BANCORP
Executive
About Bradley Adams
Bradley S. Adams, age 51, is Executive Vice President, Chief Operating Officer (since August 2023) and Chief Financial Officer (since May 2017) at Old Second Bancorp, Inc. (OSBC). He previously led corporate development and strategy at TCF National Bank (Nov 2016–May 2017), served as Executive Managing Director, Corporate Development at Talmer Bancorp (2011–2016), and held roles at W2 Freedom, LLC and Fifth Third Bancorp. Company-level performance metrics used in compensation include Adjusted Net Income and TSR; OSBC’s 2024 TSR was 85.86% and Adjusted Net Income was $86.4M, with Adams achieving 120.1% of his annual target incentive in 2024. 2022 PRSUs paid out at 175% and vested on March 4, 2025, indicating strong relative performance versus peers on ROATCE and book value growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Second Bancorp, Inc. | Executive Vice President, Chief Financial Officer | May 2017–present | Oversight of finance; evaluated on department strategies and efficiencies (finance, IT, loan/deposit ops, accounting) |
| Old Second Bancorp, Inc. | Chief Operating Officer | Aug 2023–present | Broader operating leadership across lines of business |
| TCF National Bank | EVP & Director of Corporate Development and Strategy | Nov 2016–May 2017 | Oversaw corporate development and strategy |
| Talmer Bancorp, Inc. | Executive Managing Director, Corporate Development | 2011–2016 | Led internal reporting, budgeting, mortgage accounting, IR, strategic planning, corporate development |
| W2 Freedom, LLC | Managing Director | Prior to 2011 | Private fund investing in community banks |
| Fifth Third Bancorp | Director of Investor Relations | Prior to 2011 | Led investor relations |
External Roles
No current public company directorships or external board roles disclosed for Adams in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 378,066 | 424,591 | 487,500 |
| Target Bonus (% of Base) | — | — | 55% |
| Target Bonus ($) | — | — | 272,250 |
| Actual Annual Incentive ($) | 216,747 | 279,000 | 327,037 |
| All Other Compensation ($) | 30,362 | 34,548 | 50,459 |
| Stock Awards (Grant-Date FV, $) | 256,338 | 308,279 | 450,016 |
| Total Compensation ($) | 881,513 | 1,046,418 | 1,315,012 |
- Current base salary as of 2025 noted in the offer letter section: $529,650 .
- Perquisites include car allowance ($500/month), country club dues (up to $600/month), and standard benefits; 2024 “All Other” detail shows 401(k) match $13,800, life insurance $787, car allowance $6,000, country club dues $13,200, TRSU dividend equivalents $15,952, and cell phone reimbursement $720 .
Performance Compensation
Annual Cash Incentive Structure and Outcome (2024)
| Item | Detail |
|---|---|
| Target Incentive | 55% of base salary; $272,250 |
| Metrics & Weighting | Adjusted Net Income Growth (40%), Efficiency Ratio (10%), Department/Personal (5%) |
| Actual Payout | $327,037; 120.1% of target |
| Vesting/Timing | Paid for 2024 performance per Incentive Plan |
Equity Awards (2024 Grants)
| Award Type | Grant Date | Units (#) | Grant-Date Fair Value ($) | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| TRSUs | 2/20/2024 | 16,618 | 225,008 | Time-based | Cliff vest on 2/20/2027 |
| PRSUs | 2/20/2024 | 16,618 | 225,008 | Relative ROATCE and growth in relative book value per share vs peer group of 111 banks | 3-year performance period (2024–2026); vest upon metrics and continued service |
- 2022 PRSUs were earned at 175% and vested/paid on March 4, 2025 .
- Equity plan features include minimum 1-year vesting for ≥95% of awards and clawback applicability to cash and equity awards .
Equity Ownership & Alignment
| Ownership Item | Quantity/Value |
|---|---|
| Beneficially Owned Shares | 153,322 (<1% of class) |
| Beneficial Ownership Breakdown | 68,008 joint with spouse; 75,300 with broker; 10,014 in 401(k) |
| Unvested TRSUs (12/31/2024) | 34,385 units; market value $611,365 (at $17.78) |
| Unvested PRSUs (target, 12/31/2024) | 41,003 units; market value $729,033 (at $17.78) |
| Upcoming TRSU Vesting Dates | 8,821 on 2/15/2025; 8,946 on 2/21/2026; 16,618 on 2/20/2027 |
- Hedging, short sales, derivative transactions, and pledging of Company securities are prohibited; directors/executives are subject to quarterly blackout periods and pre-clearance requirements .
- Stock ownership guidelines apply to CEO (3x salary) and non-employee directors (3x annual retainer); no officer-wide guideline beyond CEO disclosed .
Employment Terms
- Offer letter dated April 3, 2017 (amended April 15 and 19, 2017); appointed EVP & CFO effective May 2, 2017; eligible for performance-based annual bonus (55% of salary), car allowance ($500/month), country club dues (up to $600/month), and standard benefits; current base salary noted at $529,650 .
- Compensation and Benefits Assurance Agreement (CBAA): auto-renewing 1-year term; extends to 2 years upon a change in control; double-trigger severance if terminated without cause within 6 months before or 24 months after a change in control, or for good reason within 24 months after a change in control .
- CIC severance economics: lump sum equal to 2x (higher of current or pre-CIC base salary) plus average cash bonus over prior 3 years; immediate vesting of equity awards; 24 months health insurance continuation at same coverage cost; outplacement up to $20,000 .
- 280G cutback: payments reduced to avoid excess parachute excise tax; Company does not provide excise tax gross-ups .
- Clawback policy effective August 15, 2023: recovery of erroneously awarded incentive compensation for “Big R” and “little r” restatements; board retains discretionary clawback authority .
Potential Payments Upon Termination (as of 12/31/2024; OSBC share price $17.78)
| Scenario | Cash Severance ($) | Continuation of Insurance ($) | Accelerated TRSUs ($) | Accelerated PRSUs ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination — No CIC | — | — | — | 243,011 | — | 243,011 |
| Involuntary Termination — After CIC | 1,264,262 | 45,751 | 611,365 | 729,033 | 20,000 | 2,670,411 |
| Retirement/Death/Disability | — | — | 611,365 | 243,011 | — | 854,376 |
Notes:
- Agreements feature double-trigger acceleration and immediate vesting under qualifying CIC termination; equity acceleration also applies under certain retirement/death/disability scenarios .
- Definitions of “cause” and “good reason” summarized in the CBAA; CBAA auto-renewal and CIC extended period described .
Investment Implications
- Pay-for-performance alignment: 2024 target incentive 55% of salary with outcome at 120.1% reflects above-target performance; long-term PRSUs tied to ROATCE and book value growth versus 111-bank peer group, with 2022 PRSUs paying 175%, reinforcing alignment to value creation drivers .
- Retention and selling pressure: Significant unvested equity (34,385 TRSUs; 41,003 PRSUs at target) creates retention hooks; upcoming TRSU vestings (Feb 2025, Feb 2026, Feb 2027) may add supply but insider policy imposes blackouts and pre-clearance, and prohibits hedging/pledging—mitigating speculative trading risk .
- Severance/change-in-control risk: CBAA provides 2x salary+bonus and full equity acceleration on double-trigger CIC; 280G cutback eliminates tax gross-up optics, but cash and equity acceleration could be material in an M&A scenario ($2.67M illustrative total) .
- Cash vs equity mix trend: 2024 saw a 10% base increase (to $495k authorized; $487.5k paid) and higher stock award grant value ($450k vs $308k in 2023), modestly increasing guaranteed pay while keeping a meaningful at-risk component through incentives and PRSUs .
- Governance signals: Independent consultant (AON/McLagan) engaged; strong 2024 say‑on‑pay support (≈88%) suggests investor acceptance of compensation design; clawback policy in force, and equity plan embeds conservative features (no discount options, minimum vesting) .